SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
August 31, 2002
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(Date of earliest event reported)
Banknorth Group, Inc.
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(Exact name of registrant as specified in its charter)
Maine 0-16947 01-0437984
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(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
P.O. Box 9540, Two Portland Square, Portland, Maine 04112-9540
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(Address of principal executive offices) (Zip Code)
(207) 761-8500
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(Registrant's telephone number, including area code)
Not Applicable
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(Former name, former address and former fiscal year, if changed since last
report)
Item 5. Other Events
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On August 31, 2002, following the receipt of all required regulatory and
stockholder approvals, Banknorth Group, Inc. ("Banknorth") completed the
acquisition of Bancorp Connecticut, Inc. ("Bancorp") pursuant to an Agreement
and Plan of Merger, dated as of April 10, 2002, between Banknorth and Bancorp
(the "Agreement"). The acquisition was effected by means of a merger of a
wholly-owned subsidiary of Banknorth with and into Bancorp (the "Merger").
In addition, Bancorp's banking subsidiary, Southington Savings Bank, was
merged with and into Banknorth's banking subsidiary, Banknorth, NA. Upon
consummation of the Merger, each outstanding share of common stock of Bancorp
(other than certain shares held by Bancorp) was converted into the right to
receive $28.00 in cash.
For additional information, reference is made to the press release of
Banknorth, dated August 15, 2002, which is included as Exhibit 99.1 and is
incorporated herein by reference.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
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(a) Not applicable.
(b) Not applicable.
(c) The following exhibits are included with this Report:
Exhibit No. Description
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2.1 Agreement and Plan of Merger, dated as of April 10,
2002, between Banknorth and Bancorp *
10.1 Form of Shareholder Agreement between each director of
Bancorp and Banknorth (included as Annex A to Exhibit
2.1) *
10.2 Form of Noncompetition Agreement between Banknorth and
Robert D. Morton (included as Annex B to Exhibit 2.1) *
10.3 Form of Amendment No. 2 to Employment and Noncompetition
Agreement, dated as of February 1, 2000 and amended as
of December 28, 2001, among Bancorp, Southington Savings
Bank and Robert D. Morton (included as Annex C to Exhibit
2.1) *
99.1 Press Release, dated August 15, 2002
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* Incorporated by reference to the Current Report on Form 8-K filed by
Banknorth with the Commission on April 11, 2002, as amended on April 12, 2002.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
BANKNORTH GROUP, INC.
By: /s/ Peter J. Verrill
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Name: Peter J. Verrill
Title: Chief Operating Officer and Chief
Financial Officer
Date: September 3, 2002
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